Sterling v. Mayflower Hotel Corp.

Southerland, Chief Justice,

delivering opinion of the court:

The principal question presented is whether the terms of a proposed merger of Mayflower Hotel Corporation (herein “Mayflower”) into its parent corporation, Hilton Hotels Corporation (herein “Hilton”), are fair to the minority stockholders of Mayflower.

The essential facts are these:

Mayflower and Hilton are both Delaware corporations. Mayflower’s sole business is the ownership and operation of- the Mayflower Hotel in Washington, D. C. It has outstanding 389,738 shares of common stock of $1 par value. Hilton and its subsidiary…